This Plan may be amended or terminated at any time by the Board of Directors or the Human Resources Committee of the Board of Directors. This Plan shall be construed and enforced in accordance with the laws of the state of Delaware, except with respect to its rules relating to conflicts of law.

Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

The Board may, at its discretion and at any time, amend the Plan in whole or in part. The Board may also terminate the Plan in its entirety at any time, and, upon such termination or such later date or dates, each participant shall receive, in a single distribution, # the shares and cash for the fractions thereof of Commerce Stock credited to the Commerce Stock Account, the value thereof to be determined based upon the closing price for Commerce stock on the last business day of the month preceding the date of distribution; and # an amount equal to the then remaining amount credited to such participant’s accounts other than the Commerce Stock Account.

Amendment and Termination in General. The Committee may amend, suspend or terminate this Plan at any time; provided that no such amendment, suspension or termination shall adversely affect the amounts in any then-existing account. Further, no amendment, suspension or termination of this Plan may result in the acceleration of payment of any benefits to any Participant, beneficiary or other person, except as may be permitted under Section 409A of the Code.

Amendment, Modification, Suspension, and Termination. Subject to Section 19.3, the Compensation Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in Section 4.4 hereof, Options issued under the Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option, and no amendment of the Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule, including, but not limited to, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, and, if applicable, the New York Stock Exchange Listed Company Manual.

EFFECTIVE DATE, TERMINATION AND AMENDMENT. The Plan is subject to the approval of the Corporation’s shareholders within twelve (12) months following adoption of the Plan by the Board of Directors of the Corporation; and, if such approval is not received by such date, this Plan shall terminate, and no employee shall have any rights hereunder except to receive in cash the balance of his payroll deduction account including interest. The Plan may be amended from time to time or terminated by the Committee and/or the Board of Directors, provided that no such amendment or termination may adversely affect the rights of any participant under any outstanding purchase offering under this Plan, nor cause any purchase rights to fail to qualify under Section 423 of the Internal Revenue Code of 1986, as amended, and provided further that no such amendment may, without approval of the shareholders of the Corporation, # increase the maximum number of shares to be offered under the Plan (except as provided in Paragraph 9 hereof), # reduce the purchase price specified in [subparagraph 6(f)] (except as provided in Paragraph 9 hereof), # extend the term of offering periods under the Plan, or # change the person or categories of persons eligible to participate in the Plan specified in Paragraph 5 hereof.

Amendment. This Confirmation and the Agreement may not be modified, amended or supplemented, except in a written instrument signed by [[Organization B:Organization]] and [[Organization A:Organization]].

Amendment. By written notice to You, the Committee reserves the right to amend the Plan or the provisions of this Certificate provided that no such amendment will impair in any material respect Your rights under this Certificate without Your consent except as required to comply with applicable securities laws or Section 409A of the Code.

Amendment. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Grantee.

Amendment. This Agreement may be amended, modified, or supplemented only by written agreement of Sellers and Purchaser.